These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Bank assumes no responsibility for these translations or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8355)
May 27, 2019
To Shareholders with Voting Rights:
Hisashi Shibata
President
The Shizuoka Bank, Ltd.
10, Gofukucho 1-chome, Aoi-ku,
Shizuoka City, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 113TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 113th Annual General Meeting of Shareholders of the Shizuoka Bank,
Ltd. (the “Bank”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet, etc. Please review the Reference Documents for the General
Meeting of Shareholders (described hereinafter) and exercise your voting rights by referring to the Guide for
Exercise of Voting Rights (pages 3-5).
1. Date and Time:
2. Place:

Friday, June 14, 2019 at 10:00 a.m. Japan standard time
(Reception desk opens at 9:00 a.m.)
Large Hall, 2F, Shizuoka Bank Training Center,
2-1, Kusanagi-Kita, Shimizu-ku, Shizuoka City, Shizuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 113th Fiscal Year (from April 1, 2018 to March 31, 2019)
2. Consolidated Financial Statements for the Bank’s 113th Fiscal Year (from
April 1, 2018 to March 31, 2019) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors
Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members

1Matters disclosed on the Internet
 Of the documents required to be appended to this Notice of Convocation as attachments, items 1) to 3)
below have been posted on the Bank’s website according to laws and regulations and Article 16 of the
Articles of Incorporation of the Bank, and are therefore not included in the attached documents.
1) “Matters concerning Subscription Rights to Shares,” “Basic Policy Relating to Persons who
Control Decision-making over the Financial and Business Policies of the Bank,” “Systems to
Ensure Appropriateness of Operations,” “Matters concerning Specified Wholly Owned
Subsidiaries,” “Matters concerning Transactions with the Parent etc.,” “Matters concerning the
Accounting Advisor,” and “Other” as part of the Business Report
2) “Non-consolidated Statement of Changes in Net Assets” and the “Notes to the Non-consolidated
Financial Statements” as part of Non-consolidated Financial Statements
3) “Consolidated Statement of Changes in Net Assets” and the “Notes to the Consolidated Financial
Statements” as part of Consolidated Financial Statements
The business report, the non-consolidated financial statements, and the consolidated financial statements
audited by the Audit & Supervisory Board include not only the Business Report, the Non-consolidated
Financial Statements, and the Consolidated Financial Statement provided as attached documents of thisNotice of Convocation but also the above 1) to 3).
The non-consolidated financial statements and the consolidated financial statements audited by the
Accounting Auditor include not only the Non-consolidated Financial Statements and the Consolidated
Financial Statement provided as attached documents of this Notice of Convocation but also the above 2)
and 3).
 Any updates to the Reference Documents, the Business Report, the Non-consolidated Financial Statements,
and the Consolidated Financial Statements for the General Meeting of Shareholders will be posted on the
Bank’s website.
Bank’s website: https://www.shizuokabank.co.jp/
Guide for Convocation
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskon the day of the meeting for confirmation.
You are also kindly requested to bring this Notice of Convocation, to save resources.
 If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights by
proxy by having another shareholder who holds voting rights attend the General Meeting of Shareholders
on your behalf, provided that his or her Voting Rights Exercise Form and a document certifying him or her
as your proxy are submitted.
 If you intend to engage in split voting, please submit a written notice indicating the reasons for the split
voting at least three days prior to the General Meeting of Shareholders.

2Guide for Exercise of Voting Rights
Please exercise your voting rights by one of the following methods.
If you are able to attend the meeting
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: Friday, June 14, 2019 at 10:00 a.m. Japan standard time
If you are unable to attend the meeting
Voting Rights Exercise Form
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to us by the deadline.
Deadline: Thursday, June 13, 2019 Japan standard time (time of receipt)*If there is no indication of your vote for or against each proposal, the Bank will deem that you have voted
in favor of the proposals.
How to mark on the Voting Rights Exercise Form
Please indicate your vote for or against each of the proposals here.
Proposal 1
If “for,” please circle “For.”If “against,” please circle “Against.”
Proposals 2 and 3
If “for” for all candidates, please circle “For.”If “against” for all candidates, please circle “Against.”* If you wish to vote against certain candidates, please circle “For,” thereby initially voting for all
candidates, and then indicate the candidate(s) whom you are voting against by stating the Candidate No.
assigned to the candidate(s) in the Reference Documents for the General Meeting of Shareholders.
Internet
Please access the Bank’s designated website for the exercise of voting rights (https://www.e-sokai.jp),
follow the on-screen instructions, and exercise your voting rights.
Deadline: Thursday, June 13, 2019 by 5:00 p.m. Japan standard time
*Please note that your votes via the Internet will be cancelled if you attend the meeting.
For details, please refer to the following page.
For institutional investors

You may exercise your voting rights using Electronic Voting Platform
operated by ICJ Inc.

3

Guide for Exercise of Voting Rights via the Internet
Via a smartphone*“QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

Step 1
Read the “QR Code for accessing the smartphone voting rights exercise website” on the bottom right ofthe enclosed Voting Rights Exercise Form using a smartphone or a tablet device.
Step 2
Select the displayed URL to open the voting rights exercise website.
There are two ways to exercise your voting rights.
Step 3
Follow the instructions on screen and indicate your vote for or against each proposal.
Step 4
Confirm your information entered and click “Confirm” to complete the exercise of voting rights.
Please note that if you wish to change your votes after exercising your voting rights, you must takenecessary procedures by accessing the following voting rights exercise website using the “proxy code”
and “password.”
Via a personal computer (re-exercise of voting rights)
Step 1
Access the website for the exercise of voting rights.
https://www.e-sokai.jp[Website for personal computer]
Navigate to https://www.e-sokai.jp

Step 2
Read “Guide for Exercise of Voting Rights via the Internet” and click “Proceed.”
Step 3Enter the “proxy code” noted on the enclosed Voting Rights Exercise Form and click “Log in.”
Then, enter the “password” noted on the enclosed Voting Rights Exercise Form and click “Proceed.”[Notes] All the cost for using the website for the exercise of voting rights, including the provider fee andcommunication charges, shall be borne by shareholders.
 If you exercise your voting rights both via the Internet and in writing on the Voting Rights Exercise
Form, only the vote via the Internet will be deemed as valid regardless of the date and time of receiptof the Voting Rights Exercise Form.
 If you exercise your voting rights via the Internet etc. more than once, only your last vote will bedeemed as valid.

4

《Inquiries regarding the Exercise of Voting Rights via the Internet》
If you have any inquiries about the exercise of voting rights via the Internet, please call thefollowing number.
Transfer Agent: JAPAN SECURITIES AGENTS, LTD.
Agency Department Web Support[Direct Line (Toll free)] 0120-707-743
Open from 9:00 a.m. to 9:00 p.m. on business days (including Saturdays,
Sundays, and national holidays).

5

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
With respect to the appropriation of surplus, the Bank maintains the basic policy of distributing dividends
to shareholders steadily while paying attention to the internal reserve to enhance the management quality.
1. Matters concerning year-end dividends of surplus
With due consideration given to the business results and current management environment, the Bank
proposes to pay a year-end dividend for the fiscal year ended March 31, 2019 as follows.
(1) Type of property dividend
Cash(2) Allotment of property dividend to shareholders and the total amount11.00 yen per share of common stock of the Bank, for a total of 6,422,935,409 yen
As 11.00 yen per share was paid as an interim dividend, the total amount of annual dividends willbe 22.00 yen per share for the fiscal year ended March 31, 2019.
(3) Effective date of distribution of surplus
June 17, 2019
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
Special reserve
5,000,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward 5,000,000,000 yen

6Proposal No. 2: Election of Ten (10) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of ten (10) Directors is proposed.
The candidates are as follows:
Candidates for Director
No.
1
2
3
4
5
6
7
8
9

10

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Candidate for
Outside Director
Reappointment
Candidate for
Outside Director

Name
Katsunori Nakanishi
Hisashi Shibata
Hirotoshi Sugimoto
Minoru Yagi
Yoshihiro Nagasawa
Hidehito Iio
Mitsuru Kobayashi
Toshihiko Yamamoto
Kumi Fujisawa

Present position at the Bank
Chairman & CEO
President
Director & Senior Managing Executive Officer
Director & Senior Managing Executive Officer
Director & Senior Executive Officer
Director & Senior Executive Officer
Director & Senior Executive Officer
Director
Outside Director

Motoshige Itoh

Outside Director

7

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Dec.
Apr.
Jun.

1

1976
1998
1999
1999

Number of theBank’s shares
held

Joined the Bank
Deputy General Manager of Personnel Dept.
Senior General Manager of Personnel Dept.
Senior General Manager of Corporate
Administration Dept.
Jun.
2001 Director & Executive Officer, General Manager of
Katsunori Nakanishi
Corporate Planning Dept.
(June 15, 1953)
Jun.
2003 Director & Senior Executive Officer
60,000 shares
Apr.
2005 Director & Senior Executive Officer, Deputy(Reappointment)
General Manager of Corporate Center in charge ofplanning and administrationJun.
2005 President & Chief Executive Officer
Mar. 2017 Director, Shizuoka Gas Co., Ltd. (to present)Jun.
2017 Chairman & CEO (to present)
Director, Shizuoka Railway Co., LTD. (to present)[Reasons for selection as a candidate for Director]
Mr. Katsunori Nakanishi has experience and extensive knowledge necessary for management of a bank.
His previous positions included General Manager of Corporate Administration Dept. and General
Manager of Corporate Planning Dept. Having served as the Bank’s President & Chief Executive Officer
from June 2005 and serving as the Bank’s Chairman & CEO since June 2017, he has long been
responsible for the Bank’s management and fulfilling his role, including in decision-making on importantmanagement matters and supervision of business execution. Thus, we selected Mr. Nakanishi as a
candidate for Director again.

8

No.

Name
(Date of birth)
Apr.
Jan.
Jun.

Jun.
Jun.
Apr.
Jun.
Jun.

2

Hisashi Shibata(November 18, 1963)(Reappointment)

Apr.

Oct.

Jun.

Jun.

Jun.

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held1986 Joined the Bank
2003 Deputy General Manager, Head Office
2004 Dispatched to Regional Banks Association of Japan as
Deputy General Manager and Deputy General
Manager of Tokyo Liaison Office, Corporate Planning
Dept.
2005 General Manager of Corporate Planning Group,
Corporate Planning Dept.
2009 Senior General Manager of Corporate Planning
Dept.
2011 Senior General Manager of Gofukucho Branch2011 Executive Officer, General Manager of Gofukucho
Branch2012 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of securities andinternational business, General Manager ofMetropolitan Business Unit and General Manager
of Tokyo Branch2013 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of Metropolitan
Division, General Manager of Metropolitan
Business Unit and General Manager of Tokyo
Branch2013 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of Metropolitan
Division, General Manager of Metropolitan
Business Unit, General Manager of Tokyo Office2014 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcredit2016 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofcorporate planning and corporate administration2017 President (to present)

17,100 shares[Reasons for selection as a candidate for Director]
Mr. Hisashi Shibata has a wealth of business experience and is well versed in banking operations. His
previous positions included General Manager of Gofukucho Branch, General Manager of Metropolitan
Business Unit, and General Manager of Tokyo Office. Serving as the Bank’s President since June 2017,
he has been fulfilling his role, including in decision-making on important management matters andsupervision of business execution. Thus, we selected Mr. Shibata as a candidate for Director again.

9

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Apr.

3

Number of theBank’s shares
held1980 Joined the Bank
1997 Deputy General Manager of Business Promotion
Division in charge of Branch Offices
Dec.
1998 General Manager of Nagoyanaruko BranchOct.
1999 Deputy General Manager of Western Area Business
Unit
Nov. 1999 General Manager of Tenmacho Branch
Apr.
2002 Senior Deputy General Manager of Fujichuo
BranchJun.
2003 General Manager of Fujisawa Branch
Apr.
2005 General Manager of Western Area Business Unit incharge of sales and marketingJun.
2006 General Manager of Yamashita BranchJun.
2008 General Manager of Hamamatsuchuo BranchJun.
2009 General Manager of Business Promotion Dept.
Jan.
2010 Senior General Manager of Business Promotion
Hirotoshi Sugimoto
Dept.
(June 27, 1957)
Apr.
2010 Executive Officer and General Manager of
8,500 shares
Hamamatsu Office(Reappointment)Jun.
2013 Senior Executive Officer of Western Area Business
Unit
Jun.
2015 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofsales, marketing and operations
Jun.
2016 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofsales and marketingJun.
2017 Director & Senior Managing Executive Officer,
General Manager of Banking Division and General
Manager of Business Promotion Dept.
Apr.
2019 Director & Senior Managing Executive Officer,
General Manager of Banking Division and General
Manager of Business Promotion Dept., in charge of
Solution Business Dept., Direct Business
Promotion Dept., and Area Business Units (topresent)[Reasons for selection as a candidate for Director]
Mr. Hirotoshi Sugimoto has a wealth of business experience and is well versed in banking operations.
His previous positions included General Manager of Hamamatsu Office and Senior Executive Officer ofWestern Area Business Unit. Serving as the Bank’s Director since June 2015, he has been fulfilling hisrole, including in decision-making on important management matters and supervision of businessexecution. Thus, we selected Mr. Sugimoto as a candidate for Director again.

10

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Jun.

4

Number of theBank’s shares
held1987 Joined the Bank
2003 Dispatched to Shizugin Management Consulting
Co., Ltd. as Deputy General Manager
Jun.
2004 General Manager of Human Resources
Development Group, Corporate Administration
Dept.
Jun.
2008 General Manager of Shintori BranchJan.
2010 General Manager of Yaizu BranchApr.
2011 Senior General Manager of Corporate Planning
Dept.
Jun.
2012 Executive Officer, General Manager of Corporate
Planning Dept.
Jun.
2014 Director & Senior Executive Officer, Deputy
Minoru Yagi
General Manager of Corporate Center in charge of(May 7, 1963)
18,100 shares
corporate planning and corporate administration(Reappointment)
Jun.
2016 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcreditJun.
2017 Director & Senior Managing Executive Officer,
General Manager of Corporate CenterApr.
2019 Director & Senior Managing Executive Officer,
General Manager of Corporate Center, in charge ofCorporate Planning Dept., Human Resources
Development Dept., General Administration Dept.,
Secretarial Office, and Innovation Promoting
Office (to present)[Reasons for selection as a candidate for Director]
Mr. Minoru Yagi has a wealth of business experience and is well versed in banking operations. His
previous positions included General Manager of Yaizu Branch and General Manager of Corporate
Planning Dept. Serving as the Bank’s Director since June 2014, he has been fulfilling his role, including
in decision-making on important management matters and supervision of business execution. Thus, weselected Mr. Yagi as a candidate for Director again.

11

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Dec.
Dec.
Jun.
Jun.
Jun.
Jun.
Jan.
Apr.

1980
1996
1997
1999
2002
2004
2005
2007
2010

Number of theBank’s shares
held

Joined the Bank
Deputy General Manager of Fujichuo Branch
General Manager of Shizuhata Branch
General Manager of Research Group, Credit Dept.
Deputy General Manager of Head Office
General Manager of Mishima Branch
Senior General Manager of Mishima Branch
Senior General Manager of Credit Dept.
Executive Officer, General Manager of Credit
Dept.
Jun.
2011 Executive Officer, General Manager of Head OfficeJun.
2013 Director & Senior Executive Officer, Deputy
Yoshihiro Nagasawa
General Manager of Banking Division in charge of(November 30, 1956)
credit5
15,300 sharesJun.
2014 Director & Senior Executive Officer, Deputy(Reappointment)
General Manager of Corporate Center in charge ofrisk management and complianceJun.
2015 Director & Senior Executive Officer, General
Manager of Corporate CenterJun.
2017 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofrisk management and compliance
Apr.
2019 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofrisk management and compliance, General
Manager of Compliance Dept., in charge of Risk
Management Dept. (to present)[Reasons for selection as a candidate for Director]
Mr. Yoshihiro Nagasawa has a wealth of business experience and is well versed in banking operations.
His previous positions included General Manager of Credit Dept. and General Manager of Head Office.
Serving as the Bank’s Director since June 2013, he has been fulfilling his role, including indecision-making on important management matters and supervision of business execution. Thus, weselected Mr. Nagasawa as a candidate for Director again.

12

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Apr.
Apr.
Jun.

Number of theBank’s shares
held1980 Joined the Bank
1997 Deputy General Manager of Hamamatsu Branch1998 General Manager of Hamamatsunishi Branch2000 Dispatched to Shizugin General Service Co., Ltd. as
Deputy General Manager
Jun.
2002 Senior Deputy General Manager of Nagoya BranchMay
2003 General Manager of Audit Group, Audit Dept.
Jun.
2004 General Manager of System Planning Group, Operation
Planning Dept.
Oct.
2004 General Manager of System Risk Group, Operation
Planning Dept.
Apr.
2005 General Manager of Operational Risk Management
Group, Risk Management Dept.
Jun.
2005 General Manager of Operations Planning Dept.
Jun.
2008 Senior General Manager of Operations Planning Dept.
Hidehito Iio
Oct.
2009 Joint General Manager of Corporate Planning Dept.
(November 10, 1957)
6
Representative Director & Senior Managing Executive 22,800 shares
Officer, Shizuoka Computer Service Co., Ltd. (currently(Reappointment)
Shizugin Computer Service Co., Ltd.)
Jun.
2010 Director & Executive Officer in charge of IT OperationJun.
2012 President and Representative Director, Shizuoka
Computer Service Co., Ltd. (currently Shizugin
Computer Service Co., Ltd.)
Apr.
2015 Senior Executive Officer in charge of Next-Generation
System PlanningOct.
2015 Senior Executive Officer in charge of systems, Deputy
General Manager of Corporate CenterJun.
2017 Director & Senior Executive Officer, Deputy General
Manager of Banking Division in charge of operations,
Deputy General Manager of Corporate Center in chargeof systems, in charge of Operations Planning Dept.,
Operations Dept., and Next-Generation System
Planning Dept. (to present)[Reasons for selection as a candidate for Director]
Mr. Hidehito Iio has a wealth of business experience and is well versed in banking operations. His
previous positions included General Manager of Operations Planning Dept. and Representative Director of
Shizugin Computer Service Co., Ltd. He served as the Bank’s Director for two years from June 2010.
Serving as the Bank’s Director again since June 2017, he has been fulfilling his role, including indecision-making on important management matters and supervision of business execution. Thus, weselected Mr. Iio as a candidate for Director again.

13

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Jun.
Jun.

7

Number of theBank’s shares
held1981 Joined the Bank
1998 Deputy General Manager, Personnel Dept.
1999 Deputy General Manager of Human Resources
Development Group, Corporate Administration Dept.
Dec.
2001 General Manager of Human Resources Development
Mitsuru Kobayashi
Group, Corporate Administration Dept.
(October 5, 1958) Oct.
2002 General Manager of Oimachi Branch
14,900 sharesJun.
2005 General Manager of Fujiedaeki Branch(Reappointment)
Apr.
2007 General Manager of Compliance Dept.
Jun.
2012 Senior General Manager of Audit Dept.
Jun.
2016 Executive Officer, General Manager of Audit Dept.
Jun.
2017 Director & Senior Executive Officer, Chairman ofCommittee of Administrative Supervision, in charge ofAudit Dept. (to present)[Reasons for selection as a candidate for Director]
Mr. Mitsuru Kobayashi has a wealth of business experience and is well versed in banking operations. His
previous positions included General Manager of Compliance Dept. and General Manager of Audit Dept.
Serving as the Bank’s Director since June 2017, he has been fulfilling his role, including indecision-making on important management matters and supervision of business execution. Thus, weselected Mr. Kobayashi as a candidate for Director again.

14

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

8

1978
1997
1998
2000
2002
2003
2004
2005

Number of theBank’s shares
held

Joined the Bank
General Manager of Hamamatsutakaoka Branch
General Manager of New York Branch
Deputy General Manager of Head Office
General Manager of Numazuekihoku Branch
General Manager of Credit Dept.
Senior General Manager of Credit Dept.
Executive Officer, General Manager of Credit
Dept.
Jan.
2007 Executive Officer, General Manager of Head OfficeJun.
2009 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofToshihiko Yamamoto
credit(June 6, 1955)
Jun.
2012 Director & Senior Managing Executive Officer,
67,270 shares
Deputy General Manager of Banking Division in(Reappointment)
charge of creditJun.
2013 Director & Senior Managing Executive Officer,
member of Committee of Administrative
SupervisionJun.
2014 President and Representative Director of Shizugin
Management Consulting Co., Ltd. (to present)
Chairman of Shizuoka Capital Co., Ltd. (to present)Jun.
2018 Director of the Bank, Member of Committee of
Administrative Supervision (to present)[Significant concurrent positions]
President and Representative Director of Shizugin Management
Consulting Co., Ltd.
[Reasons for selection as a candidate for Director]
Mr. Toshihiko Yamamoto has a wealth of business experience and is well versed in banking operations.
His previous positions included the Bank’s Director and President and Representative Director of aGroup company. He served as the Bank’s Director for five years from June 2009. Serving as the Bank’s
Director again since June 2018, he has been fulfilling his role, including in decision-making on importantmanagement matters and supervision of business execution. Thus, we selected Mr. Yamamoto as a
candidate for Director again.

15

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.

9

Number of theBank’s shares
held1995 Established IFIS Limited
Representative Director of the same (retired in July
1999)
Jun.
2004 Executive Director, The Investment Trusts
Association, Japan (to present)
Nov. 2004 Director, SophiaBank Limited
Apr.
2005 Visiting Professor, Hosei University Graduate
School (retired in March 2015)
Jun.
2006 Audit & Supervisory Board Member, Trenders Inc.
(retired in June 2010)
Jul.
2006 Director, Symmetry Japan Inc. (retired in March
2015)
Jun.
2011 Public Governor, Japan Securities Dealers
Association (to present)Feb.
2012 Director, Incorporated Organization for Supporting
Kumi Fujisawa
the Turnaround of Businesses Damaged by the(March 15, 1967)
Great East Japan Earthquake (retired in June 2016)
Jun.
2013 Director of the Bank, member of Committee of
0 shares(Reappointment,
Administrative Supervision (to present)
Candidate for
Audit & Supervisory Board Member, Music
Outside Director)
Securities, Inc. (retired in June 2015)
Aug. 2013 President, SophiaBank Limited (to present)Jun.
2014 Director, Toyota Tsusho Corporation (to present)
Director, SCINEX CORPORATION (retired inJune 2016)
Jul.
2014 Director, MONEY DESIGN Co., Ltd. (retired inJune 2017)
May
2016 Director, Creek and River Co., Ltd. (to present)Feb.
2018 Director, CAMPFIRE, Inc. (retired in March 2019)
Mar. 2018 Director, JAPAN PROFESSIONAL FOOTBALLLEAGUE (to present)Oct.
2018 Director, Net Protections, Inc. (to present)Apr.
2019 Director, Japan Action Tank (to present)(Significant concurrent positions)
President, SophiaBank Limited[Reasons for selection as a candidate for Outside Director]
Ms. Kumi Fujisawa founded Japan’s first investment trust evaluation firm and served as its
representative director. She also participated in forming SophiaBank Limited and is currently serving as
its representative director. She has served in various public positions, including as a committee memberof the Financial System Council of the Financial Services Agency. Based on her wealth of experienceand knowledge, she has vigorously stated her views and opinions and provided advice and suggestions at
meetings of the Board of Directors. As she has been fulfilling her role as the Bank’s Outside Director,
including in decision-making on important management matters and supervision of business execution,
we selected her as a candidate for Outside Director again. The term of office as Outside Director of Ms.
Kumi Fujisawa will be six years upon the conclusion of this Annual General Meeting of Shareholders.
[Matters concerning independence]
The Bank has registered Ms. Kumi Fujisawa as an independent officer with Tokyo Stock Exchange Inc.
(hereinafter referred to as the “Tokyo Stock Exchange”), as she is judged not to have any potential
conflicts of interest with general shareholders according to the criteria for the independence ofindependent officers as stipulated by the Tokyo Stock Exchange and the criteria for designating
independent directors as stipulated by the Bank.

16

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Sep.
Apr.
Dec.
Apr.

Feb.
Jun.
Motoshige Itoh
(December 19, 1951) Apr.
10

(Reappointment,
Candidate for
Outside Director)

Jun.

Mar.

1978 Assistant Professor, Department of Economics,
University of Houston
1982 Associate Professor, Faculty of Economics, The
University of Tokyo
1993 Professor, Faculty of Economics, The University ofTokyo
1996 Professor, Graduate School of Economics, Facultyof Economics, The University of Tokyo (retired in
March 2016)2006 President, National Institute for Research
Advancement (retired in March 2014)2015 Director, East Japan Railway Company (to present)
Trustee, The Sasakawa Peace Foundation (topresent)
2016 Professor, Faculty of International Social Sciences,
Gakushuin University (to present)2016 Professor Emeritus, The University of Tokyo (topresent)
Corporate Auditor of Hagoromo Foods Corporation(to present)
Director, Chairman of Research Council, Japan
Economic Research Institute (to present)2018 Director, The Japan Foundation for the United
Nations University (to present)

Number of theBank’s sharesheld

0 sharesJun.

2018 Director of the Bank, member of Committee of
Administrative Supervision (to present)
Director, SUMITOMO CHEMICAL COMPANY,
LIMITED (to present)(Significant concurrent positions)
Professor, Faculty of International Social Sciences, Gakushuin
University[Reasons for selection as a candidate for Outside Director]
Mr. Motoshige Itoh is an expert on economics as a university professor and a notable commentator on
economic affairs. Also serving as an outside director or an outside corporate auditor of other listedcompanies, he is well versed in corporate management in the global economy. His current positions also
include public offices such as membership of the Council on Economic and Fiscal Policy and The Tax
Commission of the Japanese government. Based on his wealth of experience and knowledge, he has
vigorously stated his views and opinions and provided advice and suggestions at meetings of the Boardof Directors. As he has been fulfilling his role as the Bank’s Outside Director, including indecision-making on important management matters and supervision of business execution, we selected
him as a candidate for Outside Director again. The term of office as Outside Director of Mr. Motoshige
Itoh will be one year upon the conclusion of this Annual General Meeting of Shareholders.
[Matters concerning independence]
The Bank has registered Mr. Motoshige Itoh as an independent officer with the Tokyo Stock Exchange,
as he is judged not to have any potential conflicts of interest with general shareholders according to thecriteria for the independence of independent officers as stipulated by the Tokyo Stock Exchange and thecriteria for designating independent directors as stipulated by the Bank.
(Notes) 1. No special interest exists between any of the candidates for Director and the Bank.
2. Ms. Kumi Fujisawa and Mr. Motoshige Itoh are candidates for Outside Director.
3. There is no possibility of competition or conflicting interest transactions (Article 356, Paragraph 1, Clause 1 and 3
and Article 365 of the Companies Act) arising between Net Protections, Inc. where Ms. Kumi Fujisawa serves as
Outside Director and the Bank.

17

4. Although Mr. Motoshige Itoh has no experience of involvement in corporate management other than in his role asoutside director or outside audit & supervisory board member, the Bank judges that he is capable of appropriately
fulfilling duties as an Outside Director of the Bank for the “Reasons for selection as a candidate for Outside
Director” stated above.
5. Limited liability agreements with Outside Directors
In order to ensure that the Bank is able to secure suitable individuals as its Outside Directors, the Bank has
established a provision concerning limited liability agreements with the Outside Directors in the current Articles ofIncorporation. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Bank has
concluded agreements (hereinafter referred to as the “limited liability agreements”) with Ms. Kumi Fujisawa andMr. Motoshige Itoh to limit their liability provided for in Article 423, paragraph 1 of the Companies Act and theagreements are to be continued when they are re-elected as Outside Directors of the Bank.
6. There are no matters other than those stated above that should be included in the proposals concerning the electionof directors as stipulated by Article 74 of the Ordinance for Enforcement of the Companies Act of Japan.
7. With regard to Ms. Kumi Fujisawa, the candidate for Outside Director, the name “Kumi Fujisawa” is used for
professional purpose only, and stated above as such due to its high recognition to the public, whereas her name inthe domiciliary register is Kumi Tsunoda.

18

Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members
Terms of office of Audit & Supervisory Board Members Mr. Hiroki Saito, Mr. Mitsuhiro Ishibashi, Mr.
Kazuo Kouzuki, and Mr. Yoshihiro Yamashita will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of four (4) Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board has approved this proposal in advance.
The candidates are as follows:
Candidates for Audit & Supervisory Board Member
No.
1
2

3

4

Reappointment
Reappointment
Candidate for Outside Audit &Supervisory Board Member
Reappointment
Candidate for Outside Audit &Supervisory Board Member
New appointment
Candidate for Outside Audit &Supervisory Board Member

Name
Hiroki Saito
Kazuo Kouzuki

Present position at the Bank
Audit & Supervisory Board Member
Outside Audit & Supervisory Board
MemberYoshihiro Yamashita

Outside Audit & Supervisory Board
MemberNaomi Ushio

19

No.

1

Name
(Date of birth)

Hiroki Saito(March 17, 1958)(Reappointment)

Brief personal history, positions, andsignificant concurrent positions
Apr.
Jun.
Jun.
Jan.

1981
1997
1998
2000

Apr.

2001

Jun.

2002

Jun.
Jan.

2003
2007

Jun.

2007

Jan.

2010

Jun.

2012

Jun.

2014

Jun.

2015

Number of theBank’s shares
held

Joined the Bank
Deputy General Manager of Hamamatsu Branch
General Manager of Hamamatsutakaoka Branch
Deputy General Manager, Corporate Business
Planning and Promotion Group, Corporate Banking
Dept.
General Manager of Corporate Business Planningand Promotion Group, Corporate Banking Dept.
General Manager of Corporate Business Promotion
Group, Corporate Banking Dept.
General Manager of Numazuekihoku Branch
Joint General Manager, Corporate Administration
Dept.
36,500 shares
Senior General Manager of Corporate
Administration Dept.
Executive Officer, General Manager of Corporate
Administration Dept.
Director and Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofcorporate administration and complianceDirector and Senior Executive Officer, Chairman ofCommittee of Administrative Supervision, incharge of Audit Dept.
Audit & Supervisory Board Member (to present)[Reasons for selection as a candidate for Audit & Supervisory Board Member]Serving as the Bank’s Director, Mr. Hiroki Saito fulfilled his role, including in decision-making onimportant management matters and supervision of business execution. In his career as a banker, he has
been involved in business execution and analysis of finance and accounting of companies and has beenutilizing his experience, insight and specialized knowledge in auditing of the Bank. Thus, we selected
Mr. Saito as a candidate for Audit & Supervisory Board Member again.

20

No.

Name
(Date of birth)

Brief personal history, positions, andsignificant concurrent positions
Apr.
Jun.
Apr.

Jun.
Kazuo Kouzuki(February 12, 1952) Jun.
2

(Reappointment, Jun.
Candidate for
Outside Audit & Jun.
Supervisory Board
Member)

Jun.

Jun.

1976 Joined Tokio Marine and Fire Insurance Co., Ltd.
2003 Director and Executive Officer of Nisshin Fire &Marine Insurance Co., Ltd.
2005 Director and Managing Executive Officer ofNisshin Fire & Marine Insurance Co., Ltd. (retired
in June 2007)
2007 Managing Executive Officer of Tokio Marine &Nichido Fire Insurance Co., Ltd.
2010 Member of the Board, Managing Director of Tokio
Marine & Nichido Fire Insurance Co., Ltd.
2011 Member of the Board, Senior Managing Director of
Tokio Marine & Nichido Fire Insurance Co., Ltd.
2013 Member of the Board, Executive Vice President(Representative Director) of Tokio Marine &Nichido Fire Insurance Co., Ltd. (retired in March
2014)
Vice President and Executive Officer of Tokio
Marine Holdings, Inc. (retired in March 2014)2014 President and Chief Executive Officer of Tokio
Marine & Nichido Career Service Co., Ltd. (retired
in June 2018)2015 Audit & Supervisory Board Member (to present)

Number of theBank’s sharesheld

0 shares(Significant concurrent positions)
None[Reasons for selection as a candidate for Outside Audit & Supervisory Board Member]
Mr. Kazuo Kouzuki served as Representative Director of Tokio Marine & Nichido Fire Insurance Co.,
Ltd. and in other executive positions. Based on his wealth of experience and insight as a former
corporate manager, he has vigorously stated his views and opinions and provided advice andsuggestions about the agenda and matters reported at meetings of the Board of Directors and at Audit &Supervisory Board meetings. Thus, we selected Mr. Kouzuki as a candidate for Audit & Supervisory
Board Member again. The term of office as Outside Audit & Supervisory Board Member of Mr. Kazuo
Kouzuki will be four years upon the conclusion of this Annual General Meeting of Shareholders.
[Matters concerning independence]
The Bank has registered Mr. Kazuo Kouzuki as an independent officer with Tokyo Stock Exchange Inc.
(hereinafter referred to as the “Tokyo Stock Exchange”), as he is judged not to have any potential
conflicts of interest with general shareholders according to the criteria for the independence ofindependent officers as stipulated by the Tokyo Stock Exchange and the criteria for designating
independent directors as stipulated by the Bank.

21

No.

Name
(Date of birth)

Brief personal history, positions, andsignificant concurrent positions
Apr.
Mar.

Nov.
Yoshihiro Yamashita
Nov.
(August 12, 1969)
3

Apr.
(Reappointment,
Candidate forJun.
Outside Audit &Supervisory Board
Apr.
Member)Jun.

1998 Appointed as prosecutor (retired in February 1999)
1999 Registered as attorney-at-law
Joined Kato Law and Patent Office (retired in
October 2000)
2000 Joined Otemachi Law Office (retired in July 2003)
2005 Joined Nozomi Law and Patent Office (retired inJune 2012)2009 Professor, National University Corporation
Shizuoka University Shizuoka Law School2012 President, Yoshihiro Yamashita Law Office (topresent)
2015 Professor, National University Corporation
Shizuoka University Academic Institute College of
Global-Interdisciplinary Studies (retired in March
2019)2015 Audit & Supervisory Board Member (to present)

Number of theBank’s sharesheld

0 shares(Significant concurrent positions)
President, Yamashita Yoshihiro Law Office[Reasons for selection as a candidate for Outside Audit & Supervisory Board Member]
Mr. Yoshihiro Yamashita has no experience of involvement in corporate management other than in hisrole as outside director or outside audit & supervisory board member. However, based on his wealth ofexperience and insight mainly in the field of compliance and risk management, he has vigorously statedhis views and opinions and provided advice and suggestions about the agenda and matters reported atmeetings of the Board of Directors and at Audit & Supervisory Board meetings. Thus, we selected Mr.
Yamashita as a candidate for Audit & Supervisory Board Member again. The term of office as Outside
Audit & Supervisory Board Member of Mr. Yoshihiro Yamashita will be four years upon the conclusionof this Annual General Meeting of Shareholders.
[Matters concerning independence]
The Bank has registered Mr. Yoshihiro Yamashita as an independent officer with the Tokyo Stock
Exchange, as he is judged not to have any potential conflicts of interest with general shareholders
according to the criteria for the independence of independent officers as stipulated by the Tokyo Stock
Exchange and the criteria for designating independent directors as stipulated by the Bank.

22

No.

Name
(Date of birth)

Brief personal history, positions, andsignificant concurrent positions

Number of theBank’s shares
held

Apr.

4

1983 Joined Fuji Television Network, Inc. (retired in
February 1989)
Apr.
1998 Senior Assistant Professor, Meiji University
Educational Foundation
Apr.
2003 Assistant Professor, Meiji University Educational
Foundation
Apr.
2007 Associate Professor, Meiji University Educational
Foundation
Apr.
2009 Professor, School of Information andNaomi Ushio
Communication, Meiji University Educational(March 8, 1961)
Foundation (to present)
Aug. 2009 Expert Member, Liaison Conference for the(New appointment,
Promotion of Gender Equality, Cabinet Office
0 shares
Candidate for(retired in August 2015)
Outside Audit & Jun.
2011 Audit & Supervisory Board Member, Seven Bank,
Supervisory Board
Ltd. (to present)
Member)Jun.
2014 Corporate Auditor, JX Holdings, Inc. (currently
JXTG Holdings, Inc.) (retired in June 2018)
Apr.
2016 Vice President, Meiji University Educational
Foundation (to present)
Mar. 2018 Director, POLA ORBIS HOLDINGS INC. (topresent)
Feb.
2019 Member, 10th Central Council for Education,
Ministry of Education, Culture, Sports, Science andTechnology (to present)(Significant concurrent positions)
Vice President, Meiji University Educational Foundation[Reasons for selection as a candidate for Outside Audit & Supervisory Board Member]
Ms. Naomi Ushio has no experience of involvement in corporate management other than in her role asoutside director or outside audit & supervisory board member. As a university professor, she specializes
in business administration and human resources management theories, is addressing the issue of
utilizing the abilities of working women, and has experience as outside director or outside audit &supervisory board member of other listed companies. She also has experience of serving in roles thatare public in nature, such as Expert Member of the Liaison Conference for the Promotion of Gender
Equality of the Cabinet Office. We judge that she is able to utilize her wealth of experience, insight, andspecialized knowledge in auditing of the Bank and thus selected her as a new candidate for Outside
Audit & Supervisory Board Member.
[Matters concerning independence]
Ms. Naomi Ushio is judged not to have any potential conflicts of interest with general shareholders
according to the criteria for the independence of independent officers as stipulated by the Tokyo Stock
Exchange and the criteria for designating independent directors as stipulated by the Bank. Thus, theBank has submitted a notification to the Tokyo Stock Exchange of its intention to designate her as anindependent officer.

(Notes) 1. No special interest exists between any of the candidates for Audit & Supervisory Board Member and the Bank.
2. Mr. Kazuo Kouzuki, Mr. Yoshihiro Yamashita, and Ms. Naomi Ushio are candidates for Outside Audit &Supervisory Board Member.
3. Limited liability agreements with Outside Audit & Supervisory Board Members
In order to ensure that the Bank is able to secure suitable individuals as its Outside Audit & Supervisory Board
Members, the Bank has established a provision concerning limited liability agreements with the Outside Audit &Supervisory Board Members in the current Articles of Incorporation. Pursuant to the provisions of Article 427,
paragraph 1 of the Companies Act, the Bank has concluded agreements (hereinafter referred to as the “limited
liability agreements”) with Mr. Kazuo Kouzuki and Mr. Yoshihiro Yamashita to limit their liability provided for in
Article 423, paragraph 1 of the Companies Act and the agreements are to be continued when they are re-elected as23

Outside Audit & Supervisory Board Members of the Bank. When Ms. Naomi Ushio is elected as Outside Audit &Supervisory Board Member, the Bank intends to conclude a limited liability agreement with her. The limitation of
liability under the agreement shall be the minimum liability amount provided in Article 425, paragraph 1 of theCompanies Act.
4. There are no matters other than those stated above that should be included in the proposals concerning the electionof audit & supervisory board members as stipulated by Article 76 of the Ordinance for Enforcement of theCompanies Act of Japan.

24